Exhibit 4.1 PROCERA NETWORKS, INC. SUBSCRIPTION AGREEMENT RESTRICTED COMMON STOCK AT $2.00 PER SHARE 1. SUBSCRIPTION: (a) The undersigned (individually and/or collectively, the "Participant") hereby applies to purchase shares of restricted common...Subscription Agreement • April 15th, 2004 • Procera Networks Inc • Services-computer programming services • California
RESTRICTED COMMON STOCK AT $1.25 PER SHAREWarrant Agreement • January 4th, 2005 • Procera Networks Inc • Services-computer programming services • California
EXHIBIT 10.1 EXHIBIT B ---------Subscription Agreement • January 4th, 2005 • Procera Networks Inc • Services-computer programming services • California
RECITALSSettlement Agreement • April 15th, 2004 • Procera Networks Inc • Services-computer programming services • California
EXHIBIT C ---------Registration Rights Agreement • January 4th, 2005 • Procera Networks Inc • Services-computer programming services • California
INDEMNITY AGREEMENTIndemnification Agreement • June 14th, 2013 • Procera Networks Inc • Services-computer programming services • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between PROCERA NETWORKS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
18,000,000 Shares of Common Stock PROCERA NETWORKS, INC. Common Stock (par value $0.001) PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • March 2nd, 2010 • Procera Networks Inc • Services-computer programming services • New York
Exhibit 4.4 PROCERA NETWORKS, INC. WARRANT AGREEMENT RESTRICTED COMMON STOCK AT $2.00 PER SHARE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED BY INVESTOR FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION...Warrant Agreement • May 26th, 2004 • Procera Networks Inc • Services-computer programming services • California
4,500,000 Shares PROCERA NETWORKS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 20th, 2012 • Procera Networks Inc • Services-computer programming services • New York
Procera Networks, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representative (the “Representative”), an aggregate of 4,500,000 shares (the “Firm Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 675,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”
Exhibit 4.6 PROCERA NETWORKS, INC. ---------------------- SECURED CONVERTIBLE PROMISSORY NOTE -----------------------------------Secured Convertible Promissory Note • April 15th, 2004 • Procera Networks Inc • Services-computer programming services • California
AGREEMENT AND PLAN OF MERGER among: KDR HOLDING, INC., a Delaware corporation, KDR ACQUISITION, INC., a Delaware corporation, and PROCERA NETWORKS, INC., a Delaware corporation Dated as of April 21, 2015Merger Agreement • April 22nd, 2015 • Procera Networks, Inc. • Services-computer programming services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 21, 2015 (the “Agreement Date”) by and among KDR Holding, Inc., a Delaware corporation (“Parent”), KDR Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Procera Networks, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
CONFIDENTIAL September 17, 2003 ------------ Mr. Douglas J. Glader 2198 Crystal Hills Court San Jose, CA 95138 Dear Doug, On behalf of Procera Networks, Inc. (the "Company"), I am pleased to offer you the position of President, CEO and Chairman of the...Employment Agreement • January 8th, 2004 • Procera Networks Inc • Services-computer programming services
On behalf of Procera Networks, Inc. (the "Company"), I am pleased to offer you the position of President, CEO and Chairman of the Board of the Company. You will report directly to the Company's board of directors (the "Board").
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 8th, 2012 • Procera Networks Inc • Services-computer programming services • Nevada
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 3, 2012 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and PROCERA NETWORKS, INC., a Nevada corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 11th, 2010 • Procera Networks Inc • Services-computer programming services • Nevada
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date is between SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (FAX (408) 654-5517) and PROCERA NETWORKS, INC., a Nevada corporation (“Borrower”), with its principal place of business at 100 Cooper Court, Los Gatos, California 95032 (FAX (408) 354-7279), and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:
PROCERA NETWORKS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2007 • Procera Networks Inc • Services-computer programming services • California
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of _________, 2003, by and among Procera Networks, Inc., a Delaware corporation (the “Company”), and the undersigned holders of common stock of the Company together with their qualifying transferees (the “Holders”).
PROCERA NETWORKS, INC. 3175 WINCHESTER BLVD. CAMPBELL, CA 95008Employment Agreement • January 8th, 2004 • Procera Networks Inc • Services-computer programming services
Today Procera Networks, Inc. signed a Definitive Agreement to merge with a non-active public company. Procera's merging partner is a public company shell which has no employees, no assets, and no liabilities. The name of the merged company will be Procera Networks, Inc. On the basis of this merger, Procera intends to raise $5 Million in equity investment between now and July 30, 2003.
AGREEMENT AND PLAN OF MERGER among: KDR HOLDING, INC., a Delaware corporation, KDR ACQUISITION, INC., a Delaware corporation, and PROCERA NETWORKS, INC., a Delaware corporation Dated as of April 21, 2015Merger Agreement • May 6th, 2015 • Procera Networks, Inc. • Services-computer programming services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 21, 2015 (the “Agreement Date”) by and among KDR Holding, Inc., a Delaware corporation (“Parent”), KDR Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Procera Networks, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
2,632,000 Shares PROCERA NETWORKS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2011 • Procera Networks Inc • Services-computer programming services • New York
Procera Networks, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representative (the “Representative”), an aggregate of 2,632,000 shares (the “Firm Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 394,800 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
Exhibit 4.2 PROCERA NETWORKS, INC. SPECIAL WARRANT AGREEMENT COMMON STOCK AT $2.00 PER SHARE THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED BY INVESTOR FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION...Special Warrant Agreement • April 15th, 2004 • Procera Networks Inc • Services-computer programming services • California
PROCERA NETWORKS, INC. PENINSULA BANK BUSINESS FUNDING, A DIVISION OF THE PRIVATE BANK OF THE PENINSULA LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 19th, 2009 • Procera Networks Inc • Services-computer programming services • California
This Loan And Security Agreement is entered into as of March 13, 2009, by and between Peninsula Bank Business Funding, a division of The Private Bank of the Peninsula (“Bank”) and PROCERA NETWORKS, INC. (“Borrower”).
PROCERA NETWORKS, INC. 2007 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Sweden Grant Recipients)Restricted Stock Unit Award Agreement • March 11th, 2014 • Procera Networks, Inc. • Services-computer programming services • California
Unless otherwise defined herein, the terms defined in the Procera Networks, Inc. 2007 Equity Incentive Plan, as amended (the “Plan”), will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A.
PROCERA NETWORKS, INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • May 6th, 2015 • Procera Networks, Inc. • Services-computer programming services
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Procera Networks, Inc. (the “Company”) has granted you an option under its 2007 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 2nd, 2010 • Procera Networks Inc • Services-computer programming services • New York
PROCERA NETWORKS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 19th, 2007 • Procera Networks Inc • Services-computer programming services • California
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of _____________, 2007, by and among Procera Networks, Inc., a Nevada corporation (the “Company”), and the undersigned holders of common stock of the Company together with their qualifying transferees (the “Holders”). Capitalized terms used herein but not otherwise defined shall have the meaning assigned to them in the Private Placement Memorandum, dated May 25, 2007 (the “Memorandum”).
STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATIONStock Exchange Agreement • October 5th, 2006 • Procera Networks Inc • Services-computer programming services • California
This STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement ”) dated as of 29th September, 2006, by and among the shareholders listed on Exhibit A who are two of the three shareholders of Netintact PTY LTD, Australian Company Number 103 004 744, (collectively referred to as “Sellers”); and Procera Networks, Inc., a Nevada corporation (“Procera”).
Procera Networks, Inc. EXECUTIVE EMPLOYMENT AGREEMENT For Charles ConstantiExecutive Employment Agreement • April 30th, 2009 • Procera Networks Inc • Services-computer programming services • California
This Executive Employment Agreement (“Agreement”) by and between Charles Constanti (“Executive”) and Procera Networks, Inc. (the “Company”) (collectively, the “Parties”) is effective as of the last date signed by the Parties.
EXHIBIT A PROCERA NETWORKS, INC. SUBSCRIPTION AGREEMENT Restricted Common Stock at $[X.XX] per ShareSubscription Agreement • August 29th, 2008 • Procera Networks Inc • Services-computer programming services • California
PROCERA NETWORKS, INC. RESTATED EXECUTIVE EMPLOYMENT AGREEMENT for CHARLES CONSTANTIExecutive Employment Agreement • December 5th, 2012 • Procera Networks Inc • Services-computer programming services • California
This RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) by and between Charles Constanti (“Executive”) and Procera Networks, Inc., a Nevada corporation (the “Company”), is effective as of the last date signed by the Parties (the “Effective Date”). This Agreement amends and restates that certain Executive Employment Agreement, entered into on April 27, 2009, by and between Executive and the Company (the “Prior Agreement”). The Company and Executive may be referred to herein collectively as the “Parties,” or individually as a “Party.”
WARRANT AGREEMENT TO PURCHASE COMMON STOCK OF PROCERA NETWORKS, INC.Warrant Agreement • October 5th, 2007 • Procera Networks Inc • Services-computer programming services • California
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED BY INVESTOR FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
PROCERA NETWORKS, INC. AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT Restricted Common Stock at $1.17 per ShareSubscription Agreement • September 17th, 2008 • Procera Networks Inc • Services-computer programming services
This Amendment No. 1 (the “Amendment”) to that certain Subscription Agreement dated August 22, 2008 (the “Agreement”) by and between Procera Networks, Inc., a Nevada corporation (the “Company”), and Thomas A. Saponas (“Purchaser”) is made and entered into by the Company and Purchaser as of the 12th day of September, 2008. All capitalized but undefined terms used herein shall have the meaning set forth in the Agreement
Procera Networks, Inc. | 100-C Cooper Court | Los Gatos, CA 95032Separation and Consulting Agreement • November 12th, 2008 • Procera Networks Inc • Services-computer programming services
Procera Networks, Inc. NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 8th, 2009 • Procera Networks Inc • Services-computer programming services • California
This Note Purchase Agreement (the “Agreement”) is made as of the ___ day of April 2009 (the “Effective Date”) by and among Procera Networks, Inc., a Nevada corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
ESCROW AGREEMENTEscrow Agreement • October 5th, 2006 • Procera Networks Inc • Services-computer programming services • California
THIS ESCROW AGREEMENT (the “Escrow Agreement”) is made and entered into as of this 29th day of September, 2006, by and among the shareholders listed on Schedule A who are all of the shareholders of Netintact PTY LTD, Australian Company Number 103 004 744 (each a “Seller” and collectively referred to as “Sellers”) Procera Networks, Inc., a Nevada, USA, corporation, (“Procera”), and the Secretary of Procera (the “Escrow Agent”).
PROCERA NETWORKS, INC. LOCK UP AGREEMENTLock Up Agreement • October 5th, 2006 • Procera Networks Inc • Services-computer programming services • California
This LOCK UP AGREEMENT (the "Agreement ”) dated as of September 29, 2006, is by and among the shareholders set forth on the signature page hereto who hold forty nine percent (49%) of the securities of Netintact PTY LTD, Australian Company Number 103 004 744AB, (each a “Seller” and collectively referred to as “Sellers”); and Procera Networks, Inc., a Nevada corporation, (“Procera”).
ContractWarrant Agreement • February 11th, 2010 • Procera Networks Inc • Services-computer programming services • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
